Common use of Uncured Material Breach Clause in Contracts

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [**] (or [**] in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [**] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [**]. If the Breaching Party fails to cure, and fails to dispute, such breach within the applicable cure period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [**] after its receipt of such Adverse Ruling (or within [**] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Nonnon-Breaching breaching Party may deliver written notice of such material breach to the Breaching other Party. In such notice the non-breaching Party specifying shall identify the nature actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided, that such identified actions shall not be binding upon the breach (a “Default Notice”)other Party with respect to the actions that it may need to take to cure such breach. The Breaching allegedly breaching Party shall have [**] sixty (or [**] in the event of a payment breach60) from the receipt of the Default Notice days to either cure such breach or to dispute the allegation of breach; provided thator, if such breach (other than a payment breach) is capable of being cured, but cure cannot be cured reasonably effected within such [**] sixty (60) day period, to deliver to the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days of the date of the initial notice of breach. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and cure the Breaching breach within such ninety (90) day period. (b) If the Party initiates actions receiving notice of material breach fails to cure such breach within such period and thereafter diligently pursues such actionsthe sixty (60) day or ninety (90) day period, as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material breach, the Breaching Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall have effectively terminate this Agreement upon expiration of such additional period thirty (30) day period, subject to clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canada, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 9, any termination under this Section 9.2.2 for such breach shall be effective only as is reasonable to cure Canada; provided, however, that a breach alleged under Clause (a) with respect to the USA shall be considered a breach with respect to all countries in the NOVACEA Territory for purposes of this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such breachnotice was proper, but in no event will such additional period exceed [**]. If or the Breaching Parties disagree as to whether the breaching Party fails to cure, and fails to dispute, has cured such breach within the applicable cure periodperiod (or used Diligent Efforts to cure such breach pursuant to a plan delivered pursuant to Clause (a)), then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value issue of whether this Agreement taken has been terminated shall be resolved in accordance with Article 13. If as a whole to result of such dispute resolution process it is determined that the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence was proper or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching breaching Party failed to cure such breach within the applicable cure period (or remedy failed to use Diligent Efforts to cure such breachbreach pursuant to a plan delivered under Clause (a)), and as the Breaching Party provides written case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of such dispute termination provided pursuant to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 Clause (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreementa). If, If as a result of the application of such dispute resolution procedures, the Breaching Party process it is determined to be in material breach that the notice of any provision of termination was improper, then no termination shall have occurred and this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [**] after its receipt of such Adverse Ruling (or within [**] shall have remained in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of terminationeffect.

Uncured Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Nonnon-Breaching breaching Party may deliver written notice of such material breach to the Breaching other Party. In such notice the non-breaching Party specifying shall identify the nature actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided, that such identified actions shall not bind the breach (a “Default Notice”)other Party with respect to the actions that it may need to take to cure such breach. The Breaching allegedly breaching Party shall have [**] sixty (or [**] in the event of a payment breach60) from the receipt of the Default Notice days to either cure such breach or to dispute the allegation of breach; provided thator, if such breach (other than a payment breach) is capable of being cured, but cure cannot be cured reasonably effected within such [**] sixty (60) day period, to deliver to the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days of the date of the initial notice of breach. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and cure the Breaching breach within such ninety (90) day period. (b) If the Party initiates actions receiving notice of material breach fails to cure such breach within such period and thereafter diligently pursues such actionsthe sixty (60) day or ninety (90) day period, as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material breach, the Breaching Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall have effectively terminate this Agreement upon expiration of such additional period thirty (30) day period, subject to Clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canada, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 17, any termination under this Section 17.2.2 for such breach shall be effective only as is reasonable to cure Canada; provided, however, that a breach alleged under Clause (a) with respect to the USA shall be considered a breach with respect to all countries in the NOVACEA Territory for purposes of this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such breachnotice was proper, but in no event will such additional period exceed [**]. If or the Breaching Parties disagree as to whether the breaching Party fails to cure, and fails to dispute, has cured such breach within the applicable cure period, period (or used Diligent Efforts to cure such breach pursuant to a plan delivered pursuant to Clause (a)); then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value issue of whether this Agreement taken has been terminated shall be resolved in accordance with Article 22. If as a whole to result of such dispute resolution process it is determined that the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence was proper or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching breaching Party failed to cure such breach within the applicable cure period (or remedy failed to use Diligent Efforts to cure such breachbreach pursuant to a plan delivered under Clause (a), and as the Breaching Party provides written case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of such dispute termination provided pursuant to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 Clause (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreementa). If, If as a result of the application of such dispute resolution procedures, the Breaching Party process it is determined to be in material breach that the notice of any provision of termination was improper, then no termination shall have occurred and this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [**] after its receipt of such Adverse Ruling (or within [**] shall have remained in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of terminationeffect.

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [***] (or [***] in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [***] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [***]. If the Breaching Party fails to cure, and fails to dispute, such breach within the applicable cure period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] after its receipt of such Adverse Ruling (or within [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this AgreementAgreement or under the Pharmacovigilance Agreement or the Quality Agreements, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [***] ([***]) [***] (or [***] ([***]) days in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [**] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [**]. If the Breaching Party fails to cure, and fails to dispute, such breach within such [***]-day period (or [***] ([***]) day period in the applicable cure periodevent of a payment breach by Otsuka), then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period[***] period (or [***] ([***]) [***] with respect to payment obligations), the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 Article 30 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] ([***]) [***] after its receipt of such Adverse Ruling (or within [***] ([***]) [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [**] (or [**] in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [**] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [**]. If the Breaching Party fails to cure, and fails to dispute, such breach within the applicable cure period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [**] after its receipt of such Adverse Ruling (or within [**] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination.